SEMrush Holdings, Inc. — Director's Dealing 2023

Feb 28, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SEMrush Holdings, Inc. (SEMR)
CIK: 0001831840
Period of Report: 2023-02-23

Reporting Person: Melnikov Dmitry (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-24	Class A Common Stock	C	1854860	—	Acquired	2254660	Direct
2023-02-23	Class A Common Stock	C	10525265	—	Acquired	10619375	Indirect
2023-02-23	Class A Common Stock	C	1755885	—	Acquired	1755885	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-24	Class B Common Stock	$0.0	C	1854860	Disposed		Class A Common Stock (1854860.0)	Direct
2023-02-23	Class B Common Stock	$0.0	C	10525265	Disposed		Class A Common Stock (10525265.0)	Indirect
2023-02-23	Class B Common Stock	$0.0	C	1755885	Disposed		Class A Common Stock (1755885.0)	Indirect

Footnotes

F1: The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain other events as set forth in the Issuer's certificate of incorporation. The Class B Common Stock has no expiration date.

F2: These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - One, a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.

F3: These shares are owned by The Dmitry Melnikov Grantor Retained Annuity Trust - Three, a trust for the benefit of the Reporting Person's children and of which the trustee is an independent institution. The Reporting Person disclaims Section 16 beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for Section 16 or any other purpose.